Really, it is not our intention to complain about every single event when one of our Motley Fool Hidden Gems companies is acquired. We noted back in June that we believed that Saucony's
But on June 2, Saucony's management announced it had agreed to be acquired by Stride Rite for $23 per share in cash (or $170 million in total), a 19% premium to the market price. Backing out the cash on its balance sheet, Saucony is being purchased for around $140 million, or just seven times EBITDA. That seems extraordinarily cheap.
At the time, while we believed that the deal was bad for every shareholder not endowed with keys to the executive washroom, we also were somewhat resigned to the fact that any real opposition to the deal would likely be futile, since management controls some 49% of the company's Class A shares and 25% of the Class B shares. But some new information from our subscribers suggests that management is having a harder time selling the deal to shareholders than we thought. As such, we're hereby reaffirming our opposition to the merger terms and urging Saucony shareholders to vote "no," or not vote at all.
Some of our members have been reporting that they have received calls from a proxy service urging them to vote their shares regarding Saucony's merger. This is an expensive process, which the company would have undertaken only if the outcome were in doubt. This is amazing to us, since the Class A shares -- which, again, are 49% controlled by management -- are the voting class. For the proposal to pass, 66% of shares must vote for it. Class B shares are non-voting.
Except, that is, on change-of-control issues, in which case Saucony's shares vote as a single class. Adding in the Class B shares, management controls only 27% of the votes. All of these, we can assume, are voting for the merger. This means that about 53% of all remaining shares must affirmatively vote for the merger (that is, a non-vote is counted as a "no") for it to be approved. It ought to be a slam dunk, unless the deal is really bad.
Yet here we are, hearing tales of shareholders receiving calls from proxy services. If you're a shareholder and hear from a proxy service, we urge you to vote "no." Hold out for a better deal. Chances are, the merger will be approved. The system is simply too stacked in management's favor. But that doesn't mean shareholders should take this abuse lying down. Not when they can do something about it.
Bill Mann does not hold any shares of any company mentioned in this article. He does, contrary to popular rumor, wear shoes from time to time. He is the co-advisor with Tom Gardner of the Hidden Gems small-cap newsletter. A free trial is yours for, well, free.